Wal-Mart resists investor pressure on independent chairman

Thu Jun 4, 2015 5:05pm EDT
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By Nathan Layne and Ross Kerber

BENTONVILLE, Arkansas/BOSTON (Reuters) - Even as Wal-Mart Stores Inc showed unusual openness to outsiders' complaints by taking steps including raising wages, it has been trying to slam the door on a shareholder proposal that could weaken the founding Walton family's power over its board.

The investors are pushing hard for changes in how the world's No. 1 retailer governs itself, seeking to install an independent chairman. Many also support a measure that would require wider disclosure of when it has “clawed back" compensation from executives linked to ethical missteps.

Crucial to the debate will be the stance of BlackRock Inc, Wal-Mart's No. 3 shareholder, which last year appeared to take the company to task for its response to a Mexican bribery scandal which has angered a number of shareholders. Wal-Mart, which says it cares about outside shareholders views, has met with BlackRock twice since last year.

The persistent investor gripes come as the retailer puts its best foot forward at this week's shareholders' meeting outside of Bentonville, Arkansas where it is based. Wal-Mart has brought in thousands of workers from around the world for a three-day, celebrity-studded affair that culminates in Friday's annual meeting.

“Wal-Mart shareowners have been pushing for a more independent and accountable board ever since the bribery-related allegations several years ago exposed serious board oversight failures," New York City Comptroller Scott Stringer, who oversees city pension funds with $160 billion in assets, said in a statement.

"The company will not succeed in restoring investor confidence in its business practices and compliance until it heeds the calls to overhaul its board," Stringer said.

The Comptroller's office was behind one of several derivative lawsuits filed by investors against Wal-Mart in 2012 related to the bribery allegations. That suit is ongoing.

Wal-Mart spokesman Randy Hargrove said the company takes governance seriously and has reached out to many of its largest shareholders to discuss its strategy and policies, and shared the insights of those meetings with the board.   Continued...

A Wal-Mart Pickup-Grocery employee helps a customer at a test store in Bentonville, Arkansas June 4, 2015.  REUTERS/Rick Wilking